UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2019  
 
FireEye, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36067
 
20-1548921
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
601 McCarthy Blvd.
Milpitas, CA 95035
(Address of principal executive offices, including zip code)
(408) 321-6300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
 
Common Stock, par value $0.0001 per share
FEYE
The NASDAQ Global Select Market
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 





Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 23, 2019, FireEye, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were represented, either in person or by proxy, 176,675,448 shares of the Company’s common stock, or approximately 86.96% of the total shares entitled to vote, constituting a quorum. The Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2019. The voting results are set forth below.

Proposal 1: Election of Class III Directors
 
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
Ronald E. F. Codd
111,431,436
4,415,169
449,356
60,379,487
 
Kevin R. Mandia
114,309,159
1,796,698
190,104
60,379,487
 
Enrique Salem
109,757,293
6,316,960
221,708
60,379,487
Ronald E. F. Codd, Kevin R. Mandia and Enrique Salem were duly elected as Class III directors of the Company.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For
Votes Against
Abstentions
Broker Non-Votes
173,904,111
2,355,278
416,059
—
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
108,644,108
7,037,611
614,242
60,379,487
The advisory vote to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2018 was approved.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FIREEYE, INC.
 
 
 
Date: May 23, 2019
By:
 /s/ Alexa King
 
 
Alexa King
Executive Vice President, General Counsel and Secretary